Common use of Standard of Care and Liability of Sub-Adviser Clause in Contracts

Standard of Care and Liability of Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except that nothing herein contained will be construed to protect the Sub-Adviser against any liability to the Adviser, the Fund or its shareholders by reason of: (a) the Sub-Adviser’s causing the Fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Prospectus or any written guidelines, policies or instruction provided in writing by the Trust’s Board of Trustees or the Adviser or (b) the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser will not have any liability for a loss caused by the Adviser or any other party. Nothing in this Agreement shall exclude any liability of the Sub-Adviser arising under the 1940 Act, the Advisers Act and all other applicable federal and state laws and regulations or arising under the United Kingdom Financial Services and Markets Xxx 0000, any rules and regulations made under it, or the FCA Rules.

Standard of Care and Liability of Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except that nothing herein contained will be construed to protect the Sub-Adviser against any liability to the Adviser, the Fund or its shareholders by reason of: (a) the Sub-Adviser’s causing the Fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Prospectus or any written guidelines, policies or instruction provided in writing by the TrustCorporation’s Board of Trustees Directors or the Adviser or (b) the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser will not have any liability for a loss caused by the Adviser or any other party. Nothing in this Agreement shall exclude any liability of the Sub-Adviser arising under the 1940 Act, the Advisers Act and all other applicable federal and state laws and regulations or arising under the United Kingdom Financial Services and Markets Xxx 0000, any rules and regulations made under it, or the FCA Rules.